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10-K/A 1 tech20191030_10ka.htm FORM 10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

Amendment No. 2

For the fiscal year ended June 30, 2019, or

For the transition period

from to

Commission file number 0-17272

BIO-TECHNE CORPORATION

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of December 31, 2018 the aggregate market value of the Common Stock held by non-affiliates of the Registrant was $5.5 billion based upon the closing sale price as reported on The Nasdaq Stock Market ($144.72 per share). Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded.

As of August 26, 2019, 38,063,504 shares of the Company’s Common Stock ($0.01 par value) were outstanding.

EXPLANATORY NOTE

This Amendment No. 2 to Annual Report on Form 10-K/A (“Amendment No. 2”) amends Bio-Techne Corporation’s (the “Company”) Amendment No. 1 to Annual Report on Form 10-K for the fiscal year ended June 30, 2019, as filed with the Securities and Exchange Commission (“SEC”) on October 9, 2019 (the “Amendment No. 1”). This Amendment No. 2 is filed solely to correct the date of the audit opinion, from October 9, 2019 to August 28, 2019, referenced in KPMG LLP’s (“KPMG”) reports included in Amendment No. 1. The August 28, 2019 date was inadvertently updated in the process of filing Amendment No. 1. Neither the error in the report contained in Amendment No. 1 nor the correction of such error in this Amendment No. 2 affect KPMG's unqualified opinion on the Company's consolidated financial statements or KPMG's unqualified opinion on internal control over financial reporting included in the original 10-K filing dated August 28, 2019 (“Original Filing”), Amendment No. 1, or this Amendment No. 2.

As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment No. 2 includes a new consent of KPMG (Exhibit 23.1), new certifications from the Company's principal executive officer (Exhibit 31.1) and principal financial officer (Exhibit 31.2) and new Section 1350 certifications (Exhibit 32.1 and 32.2) dated as of the date of filing of this Amendment No. 2.

This Amendment No. 2 consists solely of the preceding cover page, this explanatory note, Part II., Item 8., “Consolidated Financial Statements and Supplementary Data,” in its entirety, Item 15., “Exhibits and Financial Statement Schedules,” in its entirety, the signature page, and the new certifications from the Company’s principal executive officer and principal financial officer. Except as expressly set forth above, this Amendment No. 2 does not, and does not purport to, amend, update or restate the information in any other item of Amendment No. 1 or the Original Filing.

Amendment No. 2 speaks as of the date of the Original Filing, does not reflect events that may have occurred after the date of the Original Filing and does not modify or update in any way the disclosures made in the Original Filing, except as described above. Amendment No. 2 should be read in conjunction Amendment No. 1 and with the Original Filing and with the Company’s subsequent filings with the SEC.

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